Microns.io Terms of Use

1. Introduction

Welcome to Microns, a marketplace for buying and selling micro-startups. By using our platform, you agree to comply with the terms outlined in this document.

This document and the other documents that we reference below make up our house rules, or what we officially call our Terms of Use (the “Terms” for short). The Terms are a legally binding contract between you and Microns. The contract is between you and Microns LLC.

This contract sets out your rights and responsibilities when you use microns.io and the other services provided by Microns (we’ll refer to all of these collectively as our “Services”), so please read it carefully. By using any of our Services (even just browsing one of our websites), you’re agreeing to the Terms. If you don’t agree with the Terms, you may not use our Services.

2. Commission Structure

Sellers are required to pay a commission upon the successful sale of their project through Microns. The commission structure is as follows:

$1,000 to $10,000: 10% commission;
$10,000 to $100,000: 8% commission;
$100,000 and above: 6% commission.

This commission covers the marketing of the seller’s startup to potential buyers, facilitation of the deal, and necessary support during the acquisition. The commission is required to be paid by sellers. If a seller attempts to avoid paying the commission, their account may be suspended for violating our terms.

3. Completing Deals Through the Marketplace

Sellers who leave the platform and conclude deals outside of Microns do so at their own risk. Transactions conducted outside the platform increase the risk of fraud, and Microns is not responsible for any loss of project assets or payments. We strongly recommend completing deals within our marketplace for security and support.

4. Buyer Compliance and Offer Feature

Buyers are required to use the “Make an Offer” feature when engaging in transactions. If a buyer avoids using this feature and attempts to conclude a deal outside the platform, they risk losing their payment with no recourse. Additionally, their account may be suspended for violating our terms. Since there is no commission on the buyer’s side, utilizing the marketplace’s offer feature is mandatory for safety reasons.

5. Buyer Due Diligence and Responsibility

Buyers are responsible for conducting their own due diligence before proceeding with an acquisition. Microns does not provide financial advice, and all purchasing decisions are made at the buyer’s sole discretion and responsibility. The platform does not guarantee any return on investment (ROI) for acquired assets.

6. Limitation of Liability

Microns is not liable for any losses or damages incurred as a result of transactions on the platform. Buyers and sellers acknowledge that they are engaging in transactions at their own risk.

7. Your Account with Microns

You’ll need to create an account with Microns to use some of our Services. Here are a few rules about buyer accounts with Microns:

A. You must be 18 years or older to use our Services.

B. Be honest with us. Provide accurate information about yourself. It’s prohibited to use false information or impersonate another person or company through your account.

C. You're responsible for your account. You’re solely responsible for any activity on your account. If you’re sharing an account with other people, then the person whose financial information is on the account will ultimately be responsible for all activity. If you’re registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business.

D. Protect your password. As we mentioned above, you’re solely responsible for any activity on your account, so it’s important to keep your account password secure.

E. Let's be clear about our relationship. These Terms don't create any agency, partnership, joint venture, employment, or franchisee relationship between you and Microns.

8. Your Content

Content that you post using our Services is your content (so let’s refer to it as “Your Content”). We don’t make any claim to it, which includes anything you post using our Services (like shop names, profile pictures, listing photos, listing descriptions, reviews, comments, videos, usernames, etc.).

A. Responsibility for Your Content. You understand that you are solely responsible for Your Content. You represent that you have all necessary rights to all parts of Your Content and that you’re not infringing or violating any third party’s rights by posting it.

B. Permission to Use Your Content. By posting Your Content through our Services, you grant Microns a license to use it. We don’t claim any ownership to Your Content, but we have your permission to use it to help Microns function and grow. That way, we won’t infringe any rights you have in Your Content and we can help promote it. For example, you acknowledge and agree Microns may offer you or Microns buyers promotions on the Site, from time to time, that may relate to your listings

C. Rights You Grant Microns. (Here’s the legalese version of the last section). By posting Your Content, you grant Microns a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. This allows us to provide the Services and to promote Microns, or your business in general, in any formats and through any channels, including across any Microns Services, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using your business. You also recognise our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal information.

D. Reporting Unauthorised Content. Microns has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Services. If content that you own or have rights to has been posted to the Services without your permission and you want it removed, please notify us immediately by email. If Your Content is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive a report of infringement that complies with our policies, or terminating your account if you are found to be a repeat infringer. We’ll notify you if any of that happens.

9. Your Use of Our Services

License to Use Our Services. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services - subject to the Terms and the following restrictions in particular:

A. Don’t Use Our Services to Break the Law. You agree that you will not violate any laws in connection with your use of the Services.

B. Pay Your Bills. You are responsible for paying all fees that you owe to Microns.

C. Don’t Steal Our Stuff. You agree not to crawl, scrape, or spider any page of the Services or to reverse engineer or attempt to obtain the source code of the Services (including both Microns Intellectual Property and Seller Content) without our express permission.

D. Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus, excessive requests to our site or platform, or other harmful computer code.

E. Follow Our Trademark Policy. The name "Microns" and the other Microns marks, phrases, logos, and designs that we use in connection with our Services (the Microns Trademarks), are trademarks, service marks, or trade dress of Microns in the US and other countries.

F. Talk to Us Online. From time to time, Microns will provide you with certain legal information in writing. By using our Services, you’re agreeing to our Electronic Communications Policy, which describes how we provide that information to you. It says that we can send you information electronically (such as by email) instead of mailing you paper copies (it’s better for the environment), and that your electronic agreement is the same as your signature on paper.

G. Do your own due diligence. We take reasonable steps to ensure that listings on our platform are accurate but you must do your own due diligence on any purchase or sale, we are not responsible for any loss, explicit or implied, caused by any fraud or misrepresentations made through our services.

H. Scams and Fraud Protection. If you do not use Microns Transfer Service and are scammed, you cannot hold Microns liable. Using our Transfer Service is mandatory to prevent fraud. If you conduct transactions outside the platform and get scammed, resolving it is your responsibility. Attempting to bypass the platform can result in permanent account suspension.

10. Termination

Termination By You. You may terminate your account at any time by emailing us. Terminating your account will not affect the availability of Your Content posted prior to termination. Outstanding bills must still be paid.

Termination By Microns. We may terminate or suspend your account and access to Services if You violate our Terms, including the following violations specific to sellers:

1) Attempting to bypass the platform and redirect potential buyers to other communication channels;
2) Engaging in activities that pose risks of fraud by not using our transfer service;
3) Repeatedly selling the same software/startup/assets to different buyers.

Generally, you will be notified of account termination or suspension unless there are repeated violations or legal reasons preventing notification. Termination or suspension can result in the loss of information associated with your account, including Your Content.

We May Discontinue the Services Microns reserves the right to change, suspend, or discontinue any of the Services for you, any or all users, at any time, for any reason, including those laid out in Microns’s policies under these Terms of Use. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.

Survival. The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.

11. Warranties

Businesses You Purchase. You understand that Microns does not inspect any of the businesses sold through our Services. We provide the venue; the businesses in our marketplaces are produced, listed, and sold directly by independent sellers, so Microns cannot and does not make any warranties about their quality, safety, authenticity, or their legality. Any legal claim related to a business or asset you purchase must be brought directly against the seller of the business or asset. You release Microns from any claims related to businesses or assets sold through our Services, including for defective businesses, misrepresentations by sellers, or businesses that are not as described.

Content You Access. You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. Microns is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.

People You Interact With. You can use the Services to interact with other individuals, either online or in person. However, you understand that we do not screen users of our Services other than to meet certain compliance and legal obligations, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgement in all interactions with others, especially if you are meeting someone in person. We will not be responsible for any fraudulent transaction and/or listing details.

Transactions. If you pay us to facilitate a transaction between you and another party, we reserve the right to withhold payment at our discretion till we are satisfied that the agreement between you and another party has been upheld by both parties. There is no time limit attached to how long we may withhold payment. We may request further information from one or both parties, and you are obligated to provide such information at the earliest. We may levy additional charges if any party delays the transaction or attempts to take undue advantage.

Third-Party Services. Our Services may contain links to third-party websites or services that we don’t own or control. You may also need to use a third party’s product or service in order to use some of our Services. When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use. Microns is not a party to those agreements; they are solely between you and the third party.

WARRANTIES. Microns IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE’RE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND THAT OUR SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

LIABILITY LIMITS. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER MICRONS, NOR OUR EMPLOYEES OR DIRECTORS OR CONTRACTORS SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. IN NO EVENT SHALL MICRONS’ AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED ($100) US DOLLARS (USD) OR THE AMOUNT YOU PAID MICRONS IN THE PAST TWELVE MONTHS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnification

We hope this never happens, but if Microns gets sued because of something that you did, you agree to defend and indemnify us. That means you’ll defend Microns (including any of our employees or contractors) and hold us harmless from any legal claim or demand (including reasonable lawyer’s fees) that arises from your actions, your use (or misuse) of our Services, your breach of the Terms, or you or your account’s infringement of someone else’s rights. We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

13. Disputes with Other Users

If you find yourself in a dispute with another user of Microns’s Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably.

Case System. Buyers and sellers who are unable to resolve a dispute related to a transaction on our websites or offline may participate in our case system. Microns will attempt to help you resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgements regarding legal issues or claims. Microns has no obligation to resolve any disputes.

Release of Microns. You release Microns from any claims, demands, and damages arising out of disputes with other users or parties.

14. Disputes with Microns

If you’re upset with us, let us know, and hopefully we can resolve your issue. But if we can’t, then these rules will govern any legal dispute involving our Services:

A. Governing Law: The Terms are governed by the laws of the State of New York, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live.

B. Arbitration: You and Microns agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”).

For EU sellers, if any dispute arises in connection with the Terms, the parties should first try to resolve the dispute through the complaints procedure published here. In addition, the dispute may be referred by either party to the Centre for Effective Dispute Resolution (“CEDR”) for mediation. The Parties agree to enter into mediation to settle a good faith dispute and will do so in accordance with the CEDR’s mediation procedures. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing to the other party to the dispute, referring the dispute to mediation. A copy of the referral should be sent to CEDR.

Any arbitration or mediation under the Terms will take place on an individual basis. You understand that by agreeing to the Terms, you and Microns are each waiving the right to trial by jury or to participate in a class action lawsuit. Class arbitrations shall only be available if requested by either party under its Class Action Arbitration Rules and approved by the arbitration entity. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator or mediator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.

C. Costs of Arbitration: Payment for any fees will be made by you.

D. Forum: For any actions not subject to arbitration or mediation, you and Microns agree to submit to the personal jurisdiction of a state or federal court located in New York County, New York if your contract is with Microns LLC.

E. Modifications: If we make any changes to this “Disputes with Microns” section after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against Microns prior to the date the changes became effective. Microns will notify you of substantive changes to the “Disputes with Microns” section at least 30 days prior to the date the change will become effective. If you do not agree to the modified terms, you may send Microns a written notification (including email) or close your account within those 30 days. By rejecting a modified term or permanently closing your account, you agree to arbitrate any disputes between you and Microns in accordance with the provisions of this “Disputes with Microns” section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your closed account or create a new account, you agree to be bound by the current version of the Terms.

15. Changes to the Terms

Microns reserves the right to update these terms at any time. Continued use of the platform constitutes acceptance of any revised terms.